Ekspress GruppCompany Announcement

Resolutions of the ExtraordinaryGeneral Meeting of Shareholders of AS Ekspress Grupp

Tallinn, Estonia, 2013-11-21 12:22 CET (GLOBE NEWSWIRE) --

On 21 November 2013, the Extraordinary General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Narva mnt 11E.

Out of 29 796 841 votes 21 177 953 votes were represented at the Meeting, i.e. 71.07% of the votes.

The General Meeting of the Shareholders of AS Ekspress Grupp adopted the following resolutions:

1. Approval of terms and conditions of share option of the Management Board Member of AS Ekspress Grupp.

By 20 607 349 votes, i.e. 97.31% of the votes in favour, to approve the terms and conditions of share option of the Management Board Member of AS Ekspress Grupp:

a. The entitled subject of share option is Gunnar Kobin, the Board Member (Chairman) of AS Ekspress Grupp (hereinafter: Board Member);

b. The Board Member is entitled to acquire, within the frames of the option programme, from 01.01.2017 to 31.03.2017 up to 700,000 (seven hundred thousand) shares of AS Ekspress Grupp;

c. The Supervisory Board is entitled to partly reduce the number of option programme shares in case the Board Member does not fulfil the goals set by the Supervisory Board;

d. The Board Member is entitled to acquire shares for free.

2. Acquisition of own shares.

By 20 609 263 votes, i.e. 97.31% of the votes in favour, to acquire up to 700,000 AS Ekspress Grupp shares (hereinafter: Shares) to meet the terms and conditions of Board Member share option and in compliance with § 283 section 2 of the Commercial Code on the following terms and conditions:

a. AS Ekspress Grupp is entitled to acquire Shares with one transaction or by parts from stock exchange or over-the-counter within the time period starting from publication of the resolution of the special general meeting up to 31.12.2016;

b. Pay as minimum the stock exchange price of the Share on the transaction day or the nominal statutory value of the Share, i.e. 0.60 EUR in case of over-the-counter transaction and as maximum the stock exchange price of the Share on the transaction day or maximum of 1.35 EUR in case of over-the-counter acquisition;

c. To pay for the Shares from assets exceeding the share capital and the legal reserve;